Exhibit 10.6
TERMINATION
AGREEMENT
TERMINATION AGREEMENT (this “
Agreement ”), dated as of January 15, 2007, among
FairPoint Communications, Inc., a Delaware corporation (the “
Company ”), Kelso Investment Associates V, L.P., a
Delaware limited partnership (“ KIA V ”), Kelso
Equity Partners, L.P., a Delaware limited partnership (together
with KIA V, “ Kelso ”) and Thomas H. Lee Equity
Fund IV, L.P., a Delaware limited partnership (“ THL
”, and together with Kelso, the “ Stockholders
”).
W I T N E S S E T
H
WHEREAS, the Company and each of the
Stockholders are parties to the Nominating Agreement (the “
Nominating Agreement ”), dated as of February 8,
2005;
WHEREAS, the Company is entering
into an Agreement and Plan of Merger, dated as of the date hereof,
with Verizon Communications, Inc., a Delaware corporation (“
Verizon ”), and Northern New England Spinco Inc., a
Delaware corporation (the “ Merger Agreement
”);
WHEREAS, each of the Stockholders
wishes to effect the resignation of each of their respective
designees to the board of directors of the Company; and
WHEREAS, the Stockholders and the
Company wish to terminate the Nominating Agreement effective
immediately prior to the Effective Time if it has not previously
been terminated (as defined in the Merger Agreement).
NOW THEREFORE, in consideration of
the mutual covenants and premises set forth herein, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, and agreeing to be legally bound, the parties hereby
agree as follows:
1.
Resignation of Directors . The Stockholders agree to
take all necessary action to effect the resignation of their
respective designees to the board of directors of the Company,
effective at such time as the Company may request by no less than
10 days prior notice to the Stockholders and, in any event, no
later than immediately prior to the Effective Time (as defined in
the Merger Agreement). Notwithstanding the foregoing, each of
their respective designees may resign their positions at any time
prior to the Effective Time. Sections 3 to 5 of the
Nominating Agreement shall have no force and effect, and the
Stockholders shall have no rights thereunder, from and after the
date upon which their respective designees to the board
of
directors of the Company resign in
accordance with this Section 1; provided , that Sections 3
to 5 of the Nominating Agreement shall once again have full force
and effect if this Agreement is terminated in accordance with
Section 3 hereof.
2.
Termination . Effective immediately prior to the
Effective Time (as defined in the Merger Agreement), the Nominating
Agreement shall be deemed terminated in all respects without
further action by any party and the parties thereto shall have no
further obligations to each other thereunder.
3.
Term . This Agreement shall terminate automatically in
the event of any termination of the Merger Agreement pursuant to
Article IX thereof.
4.
Notices . Any notice or other communication in connection
with this Agreement shall be deemed to be delivered and received if
in writing (or in the form of a t
